Terms of Service

These Terms of Service (the “Terms”) form a binding agreement between Bantero AB, a Swedish limited liability company with registration number 556943-5273 and registered address Långholmsgatan 16, 117 33 Stockholm, Sweden (“Bantero”, “we”, “us”), and the legal entity, or the individual acting in a business or professional capacity, that has accepted these Terms (the “Customer”, “you”). These Terms govern your access to and use of OKRnest, the online OKR management service made available at okrnest.com and related domains (the “Service”).

By creating an account on OKRnest, clicking “I agree”, or otherwise accepting these Terms, you accept these Terms. If you create or manage an organisation, you also accept these Terms on behalf of the Customer and confirm that you are authorised to bind the Customer to these Terms. If you do not agree, do not use the Service.

These Terms are part of a set of legal documents that together govern your use of the Service: these Terms of Service, the Data Processing Agreement (DPA), the Privacy Policy, the Cookie Policy, the Technical and Organisational Measures (TOMs), and the Sub-processor List. All documents are available at okrnest.com/trust-center.

1. Definitions

“Affiliate” means any entity that controls, is controlled by, or is under common control with a party.

“Customer Data” means data, content, and information submitted to or processed through the Service by or on behalf of the Customer, including objectives, key results, comments, and uploaded files.

“Documentation” means the user guides, help articles, and technical documentation for the Service that we make generally available.

“Free Plan” means a plan that is offered without charge, with feature or usage limits as described on our website.

“Order” means the online selection or written order form specifying the plan, number of users, fees, and billing period. Where a separate written Order Form has been executed by the parties, its terms prevail over these Terms to the extent of any inconsistency.

“Paid Plan” means any plan for which a fee is payable.

“Subscription Term” means the initial billing period set out in the Order — either one (1) month or twelve (12) months, or such other period as specified in a written Order Form — and any renewal thereof, renewing automatically as set out in Section 6.

“User” means an individual authorised by the Customer to access the Service using the Customer’s account.

2. Eligibility and Accounts

The Service is intended for business and professional use only. You represent that you are either (i) a legal entity, or a person with authority to bind one, or (ii) an individual using the Service solely in a business or professional capacity (including as a sole trader, consultant, or freelancer), that you are not acting as a consumer, and that you have the legal capacity to enter into these Terms.

You are responsible for the accuracy of account information, for authorising and managing Users, and for all activity that occurs under your account and User credentials. You warrant that you have the authority to invite each User to the platform and that you have a valid legal basis under applicable data protection law for providing their personal data to Bantero for processing in connection with the Service. As the controller of Admin and User personal data in the Service (as further described in Section 8 and the DPA), you are responsible for providing appropriate notice to Admins and Users about the processing of their data. You must keep credentials confidential and notify us promptly of any suspected unauthorised use. Each set of User credentials is for one individual and may not be shared.

If ownership of a Customer account is transferred to another individual within the Service, the transferring owner remains responsible for all obligations arising before the transfer.

3. The Service

Subject to these Terms and payment of applicable fees, Bantero grants the Customer a non-exclusive, non-transferable, non-sublicensable right for its Users to access and use the Service during the Subscription Term for the Customer’s internal business purposes.

We may update, improve, and modify the Service from time to time. We will not materially reduce the core functionality of a Paid Plan during a paid-for period. We may, however, change the features or limits included in a plan by giving at least thirty (30) days’ prior notice by email. If such a change materially reduces the value of your current plan, you may terminate the affected subscription with effect from the date the change takes effect by giving notice before that date. New features may be subject to additional terms.

4. Free Plan and Trials

We may offer a Free Plan or trial access at our discretion. Free Plans and trials are provided on an “as is” basis, without support commitments, without any service level commitments, and we may modify, limit, suspend, or discontinue Free Plan access at any time. All sections of these Terms apply to Free Plan use unless expressly stated otherwise.

The Data Processing Agreement (DPA) applies to Free Plan customers to the extent required by Applicable Data Protection Law. However, Sections 10.2 (Data protection impact assessments), 10.3 (Cooperation with supervisory authorities), and 11 (Audit Rights) of the DPA do not apply to Free Plan customers.

5. Fees, Payment, and Taxes

Fees for Paid Plans are set out on our website or in the Order and are payable in euro (EUR). Unless otherwise agreed, fees are billed monthly in advance and charged automatically to the payment card on file. Invoice payment may be made available on request for eligible customers.

All fees are exclusive of VAT and other applicable taxes, which will be added where required by law. You are responsible for the accuracy of your tax information. This does not apply to taxes based on Bantero’s net income. All payments are non-refundable except where expressly stated in these Terms or required by mandatory law.

If a payment fails or an amount is overdue, we will notify you and make reasonable attempts to collect payment. If payment remains uncollected, your account will be downgraded to a Free Plan with the features and usage limits applicable to that plan. No Customer Data will be deleted as a result of a downgrade, but access to features and capacity beyond the Free Plan limits will be restricted until a Paid Plan is reactivated.

6. Subscription Term, Renewal, Price Changes, and Termination

Paid Plans are available on a monthly or annual Subscription Term, as selected in the Order. Each Subscription Term renews automatically for successive periods of the same length unless cancelled or terminated in accordance with this Section. Where a written Order Form specifies a different billing period, notice period, or renewal mechanism, those terms apply instead.

You may cancel a Paid Plan at any time from within the Service. Cancellation stops automatic renewal and access continues until the end of the then-current Subscription Term. No refunds are provided for the remainder of that period.

You may upgrade or add add-ons to your plan at any time from within the Service. Upgrades and add-ons take effect immediately and are pro-rated for the remainder of the current billing period. You may downgrade your plan or remove add-ons at any time; downgrades and removals take effect immediately and unused fees are credited pro-rata towards future billing periods. No cash refunds are provided.

We may change fees for the Service by giving at least sixty (60) days’ notice by email. Any price change takes effect on the next renewal following the notice period. If you do not accept the new fees, you may downgrade or cancel the affected subscription from within the Service before the new fees take effect.

Either party may terminate the subscription for cause with immediate effect by written notice if the other party (i) commits a material breach that is not cured within thirty (30) days of written notice, or (ii) becomes insolvent, enters liquidation, or is the subject of similar proceedings. We may suspend or terminate access immediately if your use poses a security, legal, or operational risk to the Service or to other customers.

Upon cancellation or expiry of a Paid Plan, the Customer’s account is automatically downgraded to a Free Plan with the features and usage limits applicable to that plan. Customer Data is retained and accessible within the Free Plan limits. If the Customer subsequently deletes its account, or if Bantero terminates access for cause under this Section, Customer Data will be deleted from production systems within thirty (30) days. Backups containing Customer Data are purged within ninety (90) days of deletion from production systems, subject to legal retention obligations. We recommend that you export any Customer Data you wish to retain before deleting your account.

Sections that by their nature are intended to survive termination (including fees accrued, Customer Data ownership, warranty disclaimers, limitation of liability, indemnities, confidentiality, and governing law) will survive.

7. Customer Data and Ownership

As between the parties, the Customer owns all right, title, and interest in and to the Customer Data. You grant Bantero a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, and process Customer Data solely to (i) provide, secure, and support the Service, (ii) perform our obligations under these Terms, and (iii) deliver proactive customer-success services, including reviewing the Customer’s use of the Service to provide tailored guidance, recommendations, and best-practice advice.

Bantero may derive aggregated, non-identifiable statistics from Customer Data within the Service (“Aggregated Data”). Aggregated Data is processed so that it cannot identify any Customer, User, or natural person, and does not reproduce any Customer’s original content. Aggregated Data is only published across a sufficient number of customers so that no individual customer’s data can be inferred. Bantero may use Aggregated Data to operate, analyse, improve, and develop the Service and to produce benchmarks and industry insights.

You represent that you have all rights, consents, and legal bases necessary for Customer Data to be processed through the Service as contemplated by these Terms.

8. Data Protection

Bantero processes personal data on behalf of the Customer as described in the Data Processing Agreement (the “DPA”), which is incorporated by reference. Bantero also processes certain Owner data as an independent controller, as described in the Privacy Policy.

9. Acceptable Use

You agree, and will ensure that all Users within your organisation’s account agree, not to:

• use the Service in violation of applicable law or any third party’s rights;
• upload or transmit malicious code, or content that is unlawful, infringing, defamatory, or otherwise harmful;
• attempt to gain unauthorised access to the Service, other customers’ accounts, or underlying systems;
• reverse engineer, decompile, or otherwise attempt to derive the source code of the Service, except to the extent mandatory law permits this;
• copy, resell, rent, lease, sublicense, or provide the Service to third parties, or use it to build a competing service;
• circumvent usage limits or technical restrictions, or use automated means (scraping, bots) to access the Service in a way that impairs performance for others;
• submit personal data of categories the Service is not intended to process (including special categories under GDPR Article 9 or data of children) unless expressly agreed in writing.

We may investigate suspected violations and take proportionate action, including suspending access without prior notice where required to protect the Service or third parties. If your access is suspended, you may contact us at support@okrnest.com to request reactivation. We will review such requests promptly and reinstate access where the grounds for suspension have been resolved.

10. Intellectual Property

As between the parties, Bantero and its licensors retain all right, title, and interest in and to the Service, the Documentation, and all related intellectual property, including any improvements, derivatives, and feedback-based developments. No rights are granted to the Customer other than the limited rights expressly set out in these Terms.

If you provide suggestions, ideas, or feedback about the Service, you grant Bantero a perpetual, irrevocable, royalty-free licence to use and incorporate them without restriction or obligation.

Publicity. Bantero may identify the Customer by trade name and logo on its website, marketing materials, and customer lists to indicate that the Customer is a user of the Service. The Customer may withdraw this permission at any time by sending written notice to Bantero, after which Bantero will remove the reference within thirty (30) days. Any other use of the Customer’s name, logo, or trademarks — including but not limited to case studies, press releases, and promotional endorsements — requires the Customer’s prior written approval.

11. AI Features

The Service may include features that use artificial intelligence or machine learning to assist, automate, or enhance functionality (“AI Features”). AI Features may be provided through Bantero’s own models or approved third-party providers.

Bantero does not use Customer Data to train generally available foundation models, and our AI third-party providers are contractually prohibited from doing so. AI-generated output is probabilistic, may be inaccurate, incomplete, or inappropriate, and should be reviewed by a qualified human before being relied upon. You are responsible for your use of AI output. We may meter, limit, change, or discontinue AI Features and, where offered under a Paid Plan, we will give reasonable notice of material changes.

12. Support and Service Availability

For Paid Plans, Bantero provides email support during Swedish business hours on a commercially reasonable-efforts basis, or as otherwise specified in the applicable plan description. No support is provided for Free Plans.

Bantero targets a Service availability of 99% measured on a monthly basis, excluding planned maintenance and events beyond Bantero’s reasonable control. We may perform planned and emergency maintenance and will use commercially reasonable efforts to minimise disruption. If availability falls below 99% in any two (2) consecutive calendar months, you may terminate the affected subscription by giving written notice within thirty (30) days of the end of the second affected month and, upon request, receive a pro-rated refund for the unused portion of the current billing period.

13. Third-Party Services

The Service may integrate with or link to third-party products and services. Use of those is governed by the third party’s own terms and privacy notices. Bantero is not responsible for third-party products or services and does not endorse them.

14. Confidentiality

Each party may receive information of the other that is confidential or should reasonably be understood as such (“Confidential Information”). The receiving party will (i) use Confidential Information only to perform under these Terms, (ii) protect it with at least the degree of care it uses for its own similar information and no less than reasonable care, and (iii) limit access to personnel and advisors bound by obligations of confidentiality. Confidential Information does not include information that is publicly available without breach, was rightfully known without restriction, is independently developed, or is rightfully received from a third party. Disclosure required by law is permitted if the receiving party gives prompt notice where legally permitted.

15. Warranties and Disclaimers

Each party represents that it has the authority to enter into these Terms. Bantero warrants that the Service will be provided with reasonable skill and care and in material conformity with the Documentation. Your exclusive remedy, and Bantero’s sole liability, for breach of this warranty is for Bantero to use commercially reasonable efforts to correct the non-conformity, or, if it cannot do so within a reasonable time, to terminate the affected subscription and refund any pre-paid fees for the unused portion of the then-current period.

Except as expressly set out in these Terms, the Service is provided “as is” and “as available”. To the maximum extent permitted by law, Bantero disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, and that the Service will be uninterrupted, secure, or error-free, or that AI output will be accurate or suitable for any particular purpose.

16. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, data, or business opportunities, whether in contract, tort (including negligence), or otherwise, even if advised of the possibility of such damages.

Each party’s total aggregate liability arising out of or in connection with these Terms in any twelve (12) month period is limited to the fees paid or payable by the Customer to Bantero for the Service in the twelve (12) months preceding the event giving rise to liability. Subject to the aggregate liability cap in this Section, Bantero’s liability for loss of Customer Data is limited to the typical cost of recovery that would have been incurred had the Customer maintained reasonable and regular data backups.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under mandatory law, including liability for fraud, intentional misconduct, or gross negligence.

17. Indemnification

The Customer will defend, indemnify, and hold Bantero harmless from and against any third-party claim arising from (i) Customer Data, or (ii) the Customer’s or its Users’ use of the Service in material breach of these Terms or applicable law, and will pay damages and costs finally awarded or agreed in settlement. The Customer must give Bantero prompt notice of the claim and reasonable cooperation. Bantero may participate in the defence at its own expense.

18. Changes to the Terms

We may update these Terms from time to time. Non-material changes (such as clarifications or changes required by law) are effective when posted.

For Paid Plan customers, we will give at least thirty (30) days’ prior notice of material changes by email. If you do not accept a material change, you may terminate the affected subscription with effect from the date the change takes effect by giving notice before that date.

For Free Plan customers, we will give at least thirty (30) days’ prior notice of material changes by email or by prominent notice within the Service (such as an in-app banner). It is your responsibility to keep your contact information current and to review notices posted within the Service. If you do not accept a material change, you may discontinue use of the Service before the change takes effect.

Continued use of the Service after a change takes effect constitutes acceptance.

19. Force Majeure

Neither party is liable for delay or failure in performance (other than payment obligations) caused by events beyond its reasonable control. The affected party must notify the other promptly. If a force majeure event continues for more than ninety (90) days, either party may terminate the affected subscription on written notice.

20. Assignment

Neither party may assign these Terms without the other’s prior written consent, except that either party may assign these Terms in connection with a merger, reorganisation, or sale of all or substantially all of its assets or business to which the Terms relate, on written notice to the other party. No notice is required where the assignment is to an Affiliate or results from a corporate reorganisation in which the assigning party remains the surviving entity. These Terms are binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

21. Notices and Contact

Notices to Bantero must be sent by email to legal@okrnest.com. For data protection matters, contact privacy@okrnest.com. Notices to the Customer may be given by email to the administrator address on file or by in-product notice. Notices are deemed received on the next business day after sending.

Bantero AB, registration number 556943-5273, Långholmsgatan 16, 117 33 Stockholm, Sweden.

22. Compliance and Export Controls

You represent that you are not located in, or a resident of, any country subject to comprehensive trade sanctions, and that you will use the Service in compliance with all applicable export control and sanctions laws and regulations, including those of the European Union and Sweden. You further represent that you will comply with all applicable anti-bribery and anti-corruption laws in connection with your use of the Service.

23. Miscellaneous

These Terms, together with the DPA, Privacy Policy, and any Order, constitute the entire agreement between the parties regarding the Service and supersede any prior or contemporaneous agreements on the subject. In the event of a conflict between these documents, the order of precedence is: (1) any written Order Form executed by the parties, (2) the DPA, (3) these Terms, (4) the Privacy Policy. If any provision is held unenforceable, the remainder will remain in effect and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. Failure to enforce a right is not a waiver. The parties are independent contractors; nothing in these Terms creates a partnership, agency, or employment relationship. No third party has any rights under these Terms.

24. Governing Law and Disputes

These Terms are governed by the substantive laws of Sweden, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods. Any dispute arising out of or in connection with these Terms will be submitted to the exclusive jurisdiction of the Swedish courts, with the Stockholm District Court (Stockholms tingsrätt) as court of first instance.